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Dáil Éireann debate -
Wednesday, 18 Dec 1996

Vol. 473 No. 2

Irish Takeover Panel Bill, 1996: Report and Final Stages.

As there are no amendments on Report Stage we will proceed to Fifth Stage.

Question proposed: "That the Bill do now pass."

I thank the Minister of State for his professionalism and courtesy during Committee Stage proceedings and for taking my amendments on board in the main.

As we all know, the definition of control is of particular importance in the takeover or acquisition business. Wisely the Bill provided that this should be set at 30 per cent similar to the figure used in London where some Irish companies are also traded. The amended Bill now provides that the figure of 30 per cent shall not be changed by the Minister until a resolution so approving has been passed by the Seanad and this House.

I ask the Minister to look again at principles 11 and 12 as set out in the Schedule to the Bill. After the first ten principles, with which I agree, numbers 11 and 12 seem to submerge into nitty-gritty. I cannot say that taken together numbers 11 and 12 present a paradox. It would seem that there is a straight contradiction between "beyond a reasonable time" as set out in number 11 and "at an acceptable speed ... subject to adequate and timely disclosure" in number 12. If what is required is to make "time of the essence", this should be stated in simple language or the reference to time omitted.

I wish to refer to some more general matters. We have our own separate Stock Exchange again and we are about to have our own Takeover Panel for the first time. The handful of major stocks traded in Dublin are also traded in London. The number of companies with an active listing on the Dublin exchange is steadily declining. The halfway house represented by the unlisted securities market never became the success hoped for by its proponents.

On the other hand we have a large number of companies not suitable for being financed through borrowing and even if finance were available — often it is not — such companies badly need equity and capital such as the Stock Exchange is designed to provide. However, the cost of acquiring a listing and annual compliance is prohibitive for many of those companies. If proof were needed, the business expansion scheme has shown the great need for equity in this sector and the willingness of investors, albeit wearing their taxpaying hats, to provide investment funds.

Venture capital funding is available, but often here the minimum investment is too large or would involve the proprietors giving up too big a percentage of ownership and control. There is a big gap here that needs to be breached and I am sure with determination and imagination it can be. I suggest to the Minister that he set up a small working group to come up with proposals in this regard within six months. That group could be serviced by officials from the Minister's Department of Enterprise and Employment. I would be willing to co-chair such a group with the Minister. I had in mind a small membership, with one representative of the ISMA, the Stock Exchange, the Institute of Chartered Accountants in Ireland, a nominee of the Government and a nominee of the Opposition. The brief for that working group would be, first, to make recommendations on how the Stock Exchange could be rendered more accessible to small and medium companies, Irish and foreign-owned and, second, to examine the scope for financial and taxation incentives lying between the present business expansion scheme and a simple investment on the Stock Exchange——

I am sorry to interrupt the Deputy but I must remind him we are on Fifth Stage of this Bill and dissuade him from making what appears to be a Second Stage contribution.

The third brief for this working party would be to establish whether companies could have a provisional listing on the Stock Exchange for three or five years before maintaining a full listing or having the provisional listing withdrawn and, lastly, to report on its deliberations before 30 June 1997. This proposal would cost very little and would merit trial. Capable, willing persons could be found to undertake the task.

Since Committee Stage I have received correspondence from the Institute of Chartered Accountants in Ireland, the Chartered Association of Certified Accountants, the Chartered Institute of Management Accountants and the Institute of Certified Public Accountants in Ireland under the following headings — general, definitions, rules of the panel and other matters. I will furnish this document to the Library of the House for the information of Members.

I wish to put on the record my appreciation of the painstaking work of my officials on what was a complex Bill and to thank the Opposition, especially Deputy Ned O'Keeffe, for his constructive approach. I was happy to have been able to take on board some of his amendments.

Question put and agreed to.